CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

     This  agreement  made and  entered  into this 1st day of  April,  1995 , in
Taguig Metro Manila by and between:

     Regent Apparel Corporation, a corporation duly organized and existing under
and by  virtue of laws of the  Republic  of the  Philippines,  with  address  at
Malungay Road, FTI Complex,  Taguig, Metro Manila and in this stance represented
by its  President and Gen.  Manager,  Dante Umali,  herein after  referred to as
LESSOR.

                                      -and-

     Three-Five Systems Pacific, Inc., a corporation duly organized and existing
under and by  virtue of the laws of the  Republic  of the  Philippines,  with an
address at Electronics  Avenue,  FTI Complex,  Taguig,  Metro Manila and in this
stance represented by its Chief Financial Officer, Randal L. Buness, hereinafter
referred to as LESSEE.



                                   WITNESSETH:

     WHEREAS,  the LESSOR has leased from the Food  Terminal  Inc.  Lot No. 39 B
with an area of 1,970 sqm. more or less,  said lot located at Malungay Road, FTI
Complex, Taguig, Metro Manila and where the leasehold is effective up to January
21, 2006.

     WHEREAS,  the LESSOR,  is the owner of the warehouse type factory  building
erected on lot 39 B located at Malungay Road, FTI Complex, Taguig, Metro Manila,
hereinafter referred to as the LEASED PREMISES.

     WHEREAS, the LESSEE,  desires to lease the above mentioned premises and the
LESSOR is willing to lease  unto the  LESSEE  the said  premises  subject to the
terms and conditions hereinafter stipulated.

     1. Object of Lease.  LESSOR hereby  sub-leases unto the LESSEE Lot No. 39 B
with an area of 1,970 sqm,  more or less located at Malungay  Road,  FTI Complex
Taguig,  Metro  Manila and leases  unto the LESSEE the  warehouse  type  factory
building  erected  thereon.  Included in the lease are the use of the  following
improvements thereon and the amenities located therein:

         1.1     Five telephone lines
         1.2     One unit  package type  air-conditioning  located at the ground
                 floor main office
         1.3     Tables and chairs located at ground floor main office
         1.4     One unit  air-conditioning  window  type  unit  located  at the
                 mezzanine floor office
         1.5     Tables and chairs,  conference table located at mezzanine floor
                 office
         1.6     Wooden folding chairs located at the canteen area
         1.7     Bundy clock and time card racks located at the main entrance
         1.8     Electrical convenience outlets installed at the production area
                 and warehouses
         1.9     Electrical  lighting fixtures  installed at production area and
                 warehouses
         1.10    Smock racks
         1.11    Water Tanks located within the lot area
         1.12    Water Pump

    A  detailed  listings  of the  fixtures  is given  in annex 1 hereof  and is
considered part of the Contract.

    2. Duration of the Lease.  The Lease period shall be for Two Years and shall
commence  on April 1,  1995 and  unless  otherwise  agreed  upon  expire  at the
mid-night  of March 31,  1997 . LESSEE has  option to renew this Lease  Contract
under such terms and conditions as shall be mutually agreed upon by the parties,
provided however, that the LESSEE gives written notice to LESSOR of intention to
renew  three  months  before  the  expiry  date of this  Contract  of Lease  and
completes the  negotiation  for the renewal  within a month or at the latest two
months before the expiry date. Failure to notify or complete negotiations on the
above  specified  time  will  mean the  LESSEE'S  waiver  of its  right to first
refusal.  Within the three  month  period  prior to expiry  date of this  lease,
LEASED PREMISES will be open for possible lease to other prospective tenants and
LESSEE  during  that time  grants  LESSOR  authority  to show other  prospective
tenants the LEASED PREMISES without begin held liable for trespassing.

    3. Amount of Rent.  In  consideration  of the  sub-lease of Lot 39 B and the
lease of the lease premises, and the improvements and amenities located therein,
the LESSEE  agrees to pay by way of rent a sum of  Philippine  Pesos One Hundred
Sixty - Seven  Thousand Four Hundred Fifty (P 167,  450.00) per month during the
first  year of the term of this  Contract  of Lease  and  Philippine  Pesos  One
Hundred Eighty Thousand (P 180,000.00) per month during the second year (and, if
applicable,  Philippine  Pesos One Hundred  Ninety Four Thousand Five Hundred (P
194,500.00)  per month  during the third year and  Philippine  Pesos Two Hundred
Eight Thousand (P  208,000.00)  per month during the fourth year) of the term of
this  Contract  of  Lease.  In case,  the  Value  added  Tax is  imposed  by the
government,  the amount  imposed shall be borne by the LESSEE.  Payment shall be
due within the first Five (5) Days of each month without necessity of demand and
LESSEE shall without delay  deliver to the LESSOR of his  designated  agents the
rent due.  Payments  made after the said five (5) day period shall be considered
delinquent  and a  surcharge  at the rate of 2% per month or  pro-rata  fraction
thereof shall be imposed on the delinquent payments in addition to the rent due.

    4.  Security  Deposit.  The LESSEE  shall  deposit with the LESSOR an amount
equal to Three (3)  months  rental.  Any  difference  between  the amount of the
deposit  and the amount of the  monthly  rental  attributable  to an increase in
rental  pursuant to Paragraph 3 shall be paid by the LESSEE within five (5) days
after receipt of written notice from LESSOR.

    5.  Treatment of Security  Deposit.  The deposit  shall be returned  without
interest  by the  LESSOR to the  LESSEE  within  forty-five  (45) days after the
expiration  of the term of this  Contract  of Lease or when  there is a  renewal
within  the  period  indicated,  less  whatever  sum or sums as may be owing the
LESSOR at the time  including  damage on the LEASED  PREMISES and only after all
bills  chargeable  to the LESSEE are paid.  Nothing  herein  contained  shall be
understood as granting the LESSEE the right to require,  before the  termination
of the term of this  Contract  of Lease,  that the  deposit be  applied  against
overdue rentals and other outstanding accounts owing to the LESSOR so as to keep
the LESSEE'S account current.

    6. Use of the Lease  Premises.  The LESSEE shall use the LEASED PREMISES for
the  assembly,  manufacture  and testing of the  products of LESSEE.  The LESSEE
shall not devote the LEASED  PREMISES for other uses without  written consent of
the  LESSOR  (which  consent  shall  not be  unreasonably  withheld),  it  being
expressly  agreed that if at any time during the term of this  Contract of Lease
and  without  previous  consent of the LESSOR the LEASED  PREMISES  are used for
other purposes, which other use is not discontinued within 30 days after written
notice by LESSOR, LESSEE shall be in breach of this Contract of Lease.

    7. Alterations,  Additions,  Improvements etc. The LESSEE shall not make any
alterations,  additions or improvements without the prior written consent of the
LESSOR (which consent shall not be  unreasonably  withheld).  Provided  however,
that all such alterations,  additions or improvements by either party within the
LEASED PREMISES, except the movable furniture and fixtures put in at the expense
of the LESSEE and  removable  without  defacing or injuring  the building or the
LEASED PREMISES shall become the property of the LESSOR.

    8.  Prohibitions.  The  LESSEE  shall not bring  into or store in the LEASED
PREMISES  anything of a highly  inflammable  nature or explosive  materials  nor
install any apparatus  machinery or equipment which may cause strenuous  tremors
on the building,  or unduly  expose the LEASED  PREMISES to fire or increase the
fire hazard of the building or change the insurance rate of the building, or any
other article which the LESSOR may reasonably prohibit, it being understood that
should  the  LESSEE do so,  not only  shall the  latter be  responsible  for all
damages which such violation may cause the LESSOR and/or other  tenants,  and if
LESSEE does not  discontinue  such  prohibited  use within 30 days after written
notice  by  LESSOR,  LESSEE  shall  be in  breach  of this  Contract  of  Lease.
Furthermore,  if the LESSEE uses the  building in such manner as to result to an
increase in the rate of insurance  payable by the LESSOR the  increase  shall be
for the account of the LESSEE.

    9. Rules and  Regulations  etc.  The LESSEE  shall  comply  with any and all
uniformly  imposed  non-discriminatory  reasonable rules and safety  regulations
which  may  be   promulgated   by  the  LESSOR,   FTI   Administration   or  any
instrumentalities  of the government regarding the use, occupancy and sanitation
of the LEASED PREMISES; provided however, no such rule or regulation promulgated
by the LESSOR  shall  abrogate any right  granted to LESSEE in this  Contract of
Lease.  If any future law or regulation  requires  structural  or  extraordinary
modifications to the LEASED PREMISES solely as a result of the particular use of
the  LEASED  PREMISES  by  LESSEE,  LESSEE  shall  perform  such  structural  or
extraordinary  repairs  and  modifications.  If,  however,  such  future  law or
regulation  is  applicable  to  premises  generally,   LESSOR  shall  make  such
extraordinary repair or structural modification.

    10.  Liabilities  for Suit etc. The LESSEE shall indemnify and hold harmless
the said LESSOR against all actions, suits damages and claims by whomsoever they
maybe brought or made by reason of  non-observance  of said rules,  regulations,
ordinances or laws or of the convenants of this Contract of Lease, except to the
extent cause by the gross  negligence,  recklessness  or willful  misconduct  of
LESSOR,  its  agents,  servants,  contractors  or  employees.  The LESSOR  shall
indemnify and hold harmless the LESSEE against all actions,  suits,  damages and
claims by whomsoever  they maybe brought or made by reason of non  observance or
non performance of the covenants of the Contract of Lease or attributable to the
negligence,  recklessness  or willful  misconduct  of the  LESSOR,  its  agents,
servants, contractors or employees.

    11. Public  Utilities.  The LESSEE shall pay for its water,  gas,  telephone
services,  electricity,  garbage  collection  fees and other public services and
utilities.

    12. Injury and Damage.  The LESSEE agrees to assume full  responsibility for
any damage which maybe caused to the person or property of third  persons  while
remaining  either casually or on business on any part of the LEASED PREMISES and
further  binds itself to hold the LESSOR free and  harmless  from any such claim
for  injury  or  damage  unless  such  injury  or  damage  is due  to the  gross
negligence,  recklessness  or willful  misconduct  of the  LESSOR,  its  agents,
contractors,  servants  or  employees  or due to the  breach  by  LESSOR of this
Contract  of Lease.  The  LESSOR  shall not be liable  nor  responsible  for (a)
presence of bugs,  vermins,  ants and insects in the LEASED  PREMISES or (b) for
the failure of water and/or electrical supply or (c) damage arising from acts or
negligence of LESSEE or its agents,  employees,  representatives  or any and all
other persons.

    13. Damage to LEASED  PREMISES.  In case of damage to the LEASED PREMISES or
it appurtenances  due to fire,  earthquake,  war or any unforeseen  causes,  the
LESSEE shall give notice thereof to the LESSOR and the LEASED  PREMISES shall be
repaired at the expense of the LESSOR as speedily as possible after such notice,
but if the LEASED  PREMISES are so destroyed as to not be capable of restoration
within 60 days,  LESSEE may demand the rescession of this Contract of Lease, and
in such case the deposit  shall be returned in  accordance  with  Paragraph 5 of
this Contract of Lease.  No  compensation  or claim shall be allowed against the
LESSOR, by reason of inconvenience, annoyance or injury to the LESSEE'S business
arising out of the necessity of repairing any portion of the building, no matter
how the  necessity  may arise,  provided,  however,  LESSOR  shall make its best
effort to minimize any disruptions of LESSEE'S business in the LEASED PREMISES.

    14.  Inspection of the LEASED PREMISES.  The LESSOR or its authorized agents
shall,  upon  reasonable  advance notice to LESSEE,  have the right to enter the
LEASED  PREMISES  during  regular  business hours to examine the same or to make
alterations  or  repairs,  or for any  purpose  it may  deem  necessary  for the
operation or maintenance of the building,  provided,  however,  LESSOR shall use
its best efforts to minimize any disruptions of LESSEE'S  business in the LEASED
PREMISES.

    15. Sub-Lease,  Transfer of Rights.  The LESSEE shall not assign or transfer
its rights of this Contract of Lease nor sub-lease or sub-let all or any part of
the LEASED  PREMISES,  without the prior  consent of the LESSOR  (which  consent
shall not be unreasonably  withheld) and no rights, title or interest thereto or
therein  shall be conveyed on or vested in anyone other than the LESSEE  without
such written consent.

    16.  Repairs.  The LESSEE  shall  allow the LESSOR upon  reasonable  advance
notice to make repairs,  or to undertake  those who work, for the  preservation,
maintenance,  conservation of the building to the LEASED PREMISES during regular
business hours. The LESSEE for its part shall allow the maintenance or repairmen
of the LESSOR access to the LEASED PREMISEES  whenever  maintenance or repair is
necessary.  In the event,  that such  maintenance  or repair work should  extend
beyond the  working  hours of the  LESSEE,  the LESSOR  shall,  at its  expense,
provide  the  necessary  guard  within  the LEASED  PREMISES  so that no damage,
pilferage or any untoward acts may happen within the LEASED  PREMISES  while the
repair or  maintenance  work is being  undertaken.  LESSEE  hereby  relieves and
releases the LESSOR, its officers and employees, from any and all liability that
maybe caused by such maintenance or repair work , except to the extent caused by
the gross negligence, recklessness, or willful misconduct of LESSOR, its agents,
servants,  contractors or employees. Expenses for the repair of the alterations,
additions, improvements and other fixtures introduced by the LESSEE shall be for
its account, except to the extent caused by the gross negligence,  recklessness,
or willful misconduct of LESSOR, its agents, servants, contractors or employees.
Only the  repair and  maintenance  of the  structure  and  appurtenances  of the
building  existing  before the term of this  Contract  of Lease shall be for the
account of the LESSOR.

    17. Bulbs and other  Electrical  Fixtures.  Before the  commencement of this
Contract  of Lease,  the LESSOR  shall make  operable  all  original  electrical
fixtures and other such similar  items.  Replacement  of all bulbs,  fluorescent
tubes,  starters as well as the repair and the replacement of extra fixtures and
connections within the LEASED PREMISES will be furnished, repaired or installed,
for account of the LESSEE.

    18. LESSEE'S Installation. The LESSEE, at its expense, upon written approval
of the LESSOR (which  approval shall not be  unreasonably  withheld) may install
the necessary  installation  required by its business  provided the strength and
the general  structure  of the  building of the LEASED  PREMISES are not thereby
impaired  or  otherwise  adversely  affected  and  provided  further  that other
conditions of this Contract of Lease are not thereby violated.

    19. Extra Electrical and Other  Connections.  The installation of additional
electric,  water,  telephone  and/or gas  connections and fixtures in the LEASED
PREMISES  shall be for the account and expense of the LESSEE,  who is authorized
to make the same only after  obtaining the prior written consent and approval of
the LESSOR (which consent and approval shall not be unreasonably  withheld) such
installation should be made in such a way as to cause no injury or damage to the
LEASED  PREMISES,  provided,  however  that in the  installation  of  additional
electrical  appliances  where extra outlets are necessary the LESSEE shall first
furnish the LESSOR a plan of the additional  electrical outlets for its approval
(which approval shall not be unreasonably withheld), and the LESSEE shall employ
only the services of licensed  electricians  reasonable acceptable to the LESSOR
so that  additional  load or current  shall be within the  capacity  of the main
switch of the panel thereby  minimizing  fire hazards and shall  further  comply
with the requirements of Fire Department and/or Government authorities.

    20.  Termination  of Lease.  The LESSEE  agrees to return and  surrender the
LEASED  PREMISES at the  expiration or earlier  termination  of this Contract of
Lease in as good  condition as reasonable  wear and tear will permit and without
undue delay whatsoever devoid of all occupants, furniture, article or objects of
any kind  except for items  enumerated  in Annex 1 hereof  and for  alterations,
additions or improvement  which the LESSOR may elect to take in accordance  with
provisions of Paragraph 7 hereof.

    21. Failure to Surrender.  If the LEASED PREMISES are not surrendered at the
expiration of the term or the earlier termination of this Contract of Lease, the
LESSEE shall be responsible to the LESSOR for all actual (but not consequential)
damages  which the latter may suffer by reason  thereof and will  indemnify  the
LESSOR  against any and all claims made by any  succeeding  tenants  against the
LESSOR,  resulting  from the delay by the  LESSOR to deliver  possession  of the
LEASED PREMISES to such  succeeding  tenants so far as such delay is incurred by
the failure of the LESSEE to surrender the LEASED PREMISES on time.

    22. Waiver of  Subrogation.  LESSOR and LESSEE each hereby waive any and all
rights of recovery against the other on account of loss or damage occassioned to
such waiving party or its property or property of other under its control to the
extent that such loss or damage is insured against under any policy of insurance
which either may have against  either party by respective  insurer of LESSOR and
LESSEE.

    23.  Non-waiver.  The  failure  of  the  LESSOR  to  insist  upon  a  strict
performance of any of the terms,  conditions  and covenants  hereof shall not be
deemed a relinquishment  or waiver of any rights or remedy that LESSOR may have,
not shall it be construed as a waiver of any subsequent breach of default of the
terms, conditions and covenants hereof, which terms and conditions and covenants
shall continue to be in full force and effect. No waiver by the LESSOR of any of
its rights under this Contract of Lease shall be deemed to have been made unless
expressed in writing and signed by LESSOR.

    24. Breach of Default.  The LESSEE agrees to observe strictly and faithfully
the  covenants and  conditions  herein set forth and in case the LESSEE fails to
pay the agreed  rental on time,  which failure is not cured by LESSEE within ten
(10) days after written notice thereof by LESSOR, or materially  violates any of
the herein  covenants  and  conditions,  which  material  violation is not cured
within thirty (30) days after written  notice thereof by LESSOR or, in the event
such material violation cannot be cured within thirty (30) days, the LESSEE does
not promptly begin to cure such material  violation and  diligently  pursue such
cure to completion, then the LESSOR shall have the right to terminate and cancel
this Contract of Lease even before the  exploration  of the term hereof  without
further  notice  to the  LESSEE  and  without  absolving  the  latter  from  its
obligation  to pay the  rentals  for the  remaining  portion of the term of this
Contract of Lease. The LESSEE shall be liable for any and all past due rental.

    25. Waiver of Lien over Machineries, etc. LESSOR hereby disclaims and waives
any  statutory,  common law or other lien,  claim or interest,  including any so
called  "Landlord's  lien"  it  may  have  against  the  furnitures,   fixtures,
machineries  and  or  equipments  of  LESSEE  or  any  permitted  sub-leasee  or
sub-tenant  located with the LEASED  PREMISES except for items listed in Annex 1
hereof and for alterations, additions, or improvements which LESSOR may elect to
take in accordance with provision of Paragraph 7 hereof.

    26.  Relief  and  Penalties.  Should  either  the  LESSOR  or the  LESSEE be
constrained  to procure the  services  of an  Attorney-at-Law  to obtain  relief
against  the  other,  the  non-prevailing  party,  in  addition  to the  damages
mentioned herein, shall pay an amount equivalent to 25% of the amount claimed in
the complaint as attorney's fees (with a minimum of P 3,000.00),  aside from the
costs of the  litigation  and  other  expenses  which  the law may  entitle  the
prevailing party to recover from the non-prevailing party.  Provision of a penal
character in the other sections of this Contract of Lease shall be considered as
cumulative to this provision.

    27. Ground  Lease.  The LESSOR shall be  responsible  for the payment of the
land lease. By its signature below, Food Terminal,  Inc., the landlord under the
referenced  land  lease  (herein  after,  the  "Master  Landlord")  agrees  that
notwithstanding  any  breach or  default  by LESSOR  under the land  lease,  ant
notwithstanding  any termination of the Land lease as a result of such breach or
default,  provided that LESSEE is in not in material  breach of this Contract of
Lease. Master Landlord shall honor this Contract of Lease, shall not disturb the
LESSEE'S  possession  of the LEASED  PREMISES,  and shall  hold  LESSEE in quiet
enjoyment of the LEASED PREMISES.  Upon receipt by LESSEE of written notice from
Master  Landlord  that LESSOR is in default  under the land lease,  LESSEE shall
thereafter pay all rent under this Contract of Lease directly to Master Landlord
until  such time as the  default  in the Land  Lease by the  LESSOR is cured and
LESSOR  agrees such payment by LESSEE shall  satisfy its  obligation  under this
Contract of Lease to pay rent.

    28.  Insurance.  LESSOR  shall  maintain a policy or  policies  of  casualty
insurance on the building in which the LEASED PREMISES are located. LESSOR shall
deliver to LESSEE  certificates  evidencing  the  existence  of such  insurance.
LESSEE  shall  maintain  a  policy  of  casuality  insurance  on its  furniture,
fixtures,  equipments and other personal property in the LEASED PREMISES. LESSEE
shall deliver to LESSOR certificate evidencing such insurance on the contents of
the building and a commercial  general  liability  insurance  coverage for third
party claims.

    29. Quiet Enjoyment. LESSOR covenants LESSEE that upon LESSEE performing and
observing the agreements and conditions on its part to be performed and observed
under this  Contract of Lease,  LESSEE shall and may peaceably and quietly have,
hold,  and enjoy the LEASED  PREMISES  and all  rights of the  LESSEE  hereunder
without any manner of hindrance or molestation by LESSOR or any persons claiming
by, through, or LESSOR.
<PAGE>

    IN WITNESS  WHEREOF,  the parties have hereunto set their hands this 1st day
of April , 1995 in Taguig, M.M.




                                                LESSOR

                                                REGENT APPAREL CORPORATION



                                                By:  /s/ Dante Umali
                                                     ---------------------------
                                                         Dante Umali

                                                Its:  President and GM



                                                LESSEE

                                                THREE-FIVE SYSTEMS PACIFIC, INC.



                                                By:  /s/ Randal L. Buness
                                                    ----------------------------
                                                         Randal L. Buness

                                                Its:  Chief Financial Officer



                                                MASTER LANDLORD

                                                FOOD TERMINAL, INC.



                                                By:  /s/ Romeo David
                                                     ---------------------------
                                                         Romeo David

                                                Its:  President

<PAGE>
                                                                         ANNEX 1

LIST OF REGENT APPAREL CORPORATION FURNITURE AND EQUIPTMENT LOANED TO THREE-FIVE
SYSTEMS, INC. UNDER THIS CONTRACT OF LEASE


1.       Located at the mezzanine office
         1.1      Executive table                                   -   2 units
         1.2      Back working cabinet                              -   2 units
         1.3      Carrier room air-conditioning
                    3/4 HP                                          -   1 unit
         1.4      Carrier room air-conditioning
                    1/2 HP                                          -   1 unit
         1.5      Conference table                                  -   1 unit
         1.6      Conference table chairs                           -   7 units
         1.7      Filing cabinet, single drawer safe combination    -   1 unit
         1.8      Telephone units                                   -   6 units

2.       Located at the ground floor administrative office
         2.1      Executive tables                                  -   9 units
         2.2      Clerical chairs                                   -   8 units
         2.3      Executive chairs                                  -   1 unit
         2.4      Koppel package type air-con                       -   1 unit
         2.5      Filing cabinet                                    -   3 units
         2.6      Telephone units                                   -   5 units

3.       Located at production planning and control room
         3.1      Executive table                                   -   1 unit
         3.2      Clerical table                                    -   6 units
         3.3      Filing cabinet                                    -   2 units
         3.4      Room air-con (for repair)                         -   2 units
         3.5      Clerical chairs                                   -   6 units
         3.6      Cabinet free standing wooden                      -   2 units

4.       Located at the canteen
         4.1      Wooden folding chairs                             -  50 units
         4.2      Exhaust fans - 34 inch blade                      -   1 unit

5.       Production area
         5.1      Installed double fluorescent lamp ballast         - 265 units
         5.2      Installed single ballast fluorescent lamp ballast -  16 units
         5.3      Mercury lamp lighting                             -  17 units
         5.4      Niagara exhaust fans - 34 inch blade              -   7 units
         5.5      Dust collector (mechanized)                       -   1 unit
         5.6      Install overhead convenient outlet                - 142 units
         5.7      Installed fire hydrant hose                       -   5 units
         5.8      Bundy clock                                       -   1 unit
         5.9      Water pump - 1 HP motor                           -   1 unit
         5.10     Elevated water tank                               -   2 units